Fill and Sign the Modern Real Estate Pa Ch 19 Quiz Sales Contracts Flashcards Form

Agreement for Sale of a Tavern Business Agreement made on the _____ day of ______________________________, 20_____, between ________________________________ (Seller) of _____________________________ ______________________________________________________________________________ ____________ (street address, city, county, state, zip code) , referred to herein as Seller, and _____________________________________________________ (Corporation), a corporation organized and existing under the laws of the state of _____________________, with its principal office located at ________________________________________________________________ ________________________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Purchaser. Whereas, Seller owns certain premises located at ________________________________ _________________________________________________________________________________________________ (street address, city, county, state, zip code) , which property is more particularly described as follows: (legal description of real property) __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Whereas, Seller also holds a valid liquor license issued by ____________________________ _____________________________________________ (the Department of Alcoholic Beverage Control) , License No. _______________, with respect to the tavern business (hereinafter sometimes called Business) conducted by him on the described premises under the name of ________________________________________________ (name of business). Whereas, Purchaser desires to buy from Seller, and Seller desires to sell to Purchaser, the described property as well as the liquor license now held by Seller and the Business now conducted by Seller, together with the fixtures and equipment subsequently set forth. Now, therefore, for and in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: I. Sale of Property and Business. Seller shall sell to Purchaser the described property together with the buildings and improvements erected on the property. Seller shall also sell to Purchaser the tavern or liquor business previously conducted by Seller on the premises, together with the good will attached to the tavern and liquor business, and the equipment and other personal property itemized in Exhibit A and attached to this Agreement. Seller also agrees to the transfer to Purchaser of the liquor license now held by Seller in connection with the Business. II. Liquor Stock and Personal Property. It is specifically understood and agreed by the parties that no liquor stock is included in the Sale. The only personal property included in this Sale is that which is set forth in the attached Exhibit A. III. Seller's Additional Obligations.Seller agrees to comply with all requirements of the laws of the State of respecting the sale of a business with a liquor license. Furthermore, Seller agrees to deliver to Purchaser at the time fixed for closing, a bill of sale, together with a proper affidavit respecting creditors, covering the fixtures, equipment, and tavern business. Such fixtures and equipment are to be free and clear of all encumbrances. Before closing, Seller will pay and discharge all claims of creditors of the Business. IV. Consideration. As consideration for the Sale, Purchaser shall pay to Seller the sum of $______________ with $_________________ to be paid on execution of this Agreement, receipt of which is acknowledged, and the remaining $_______________ at the time of closing. The purchase price shall be allocated as follows: (e.g., amounts for business supplies, good will, and covenant not to compete) ___________________________________________________________________ ___________________________________________________________________________________________________________________________________________________________ . V. Closing. Title to the premises previously described shall pass, and the bill of sale shall be delivered, and Purchaser will pay the balance of the consideration due, at __________ (time), on ______________________________________ (date), at the office of at ___________________ ________________________________________________________________________________________________ (location). Seller agrees to deliver, or cause to be delivered at such time, a (e.g., warranty) _______________________ deed. VI. Possession . Possession of the premises and the business shall be delivered to Purchaser on the passing of title and payment of consideration as set forth in this Agreement. VII. Adjustments for Expenses. All adjustments for taxes, insurance premiums (provided Purchaser takes over same), and other current charges, if any, shall be adjusted, proportioned, and allowed as of the day of delivery of the deed and bill of sale. VIII. Risk of Loss. Risk of loss or damage to the premises and personal property by fire or otherwise is assumed by Seller until delivery of the deed and bill of sale. IX. Zoning and Restrictions. The described premises are sold subject to zoning ordinances or restrictions of record, if any; Seller represents that the premises may be used for the conduct of a tavern or liquor sales business. X. Transfer of License.It is understood that Purchaser, at its own expense, will take all necessary steps to effect transfer of the liquor license. Seller agrees to sign any consent or other papers required to transfer the license. The application for transfer shall be from person of Seller to person of Purchaser and with respect to the premises previously described. XI. Conditions: License and Loan. This Agreement is made expressly subject to and on the condition that: A.Transfer of the liquor license from Seller to Purchaser is approved by the proper authorities of the State of; and B. Purchaser obtains from ______________________________________________ (name of bank) of ______________________________________________________________ ______________________________________________________________________________ ________________ (street address, city, county, state, zip code) , a mortgage loan in the amount of $_______________ on the property conveyed under this Agreement. Purchaser agrees to promptly and expeditiously make application for the loan and to have the same processed as quickly as reasonably possible. XII. If Conditions Not Met. If Purchaser is unable to secure transfer of the liquor license to it by the proper authorities, or if Purchaser is unable to procure the loan within a period of days from the date of this Agreement, then this Agreement shall be null and void and all money paid by Purchaser on account of the purchase price shall be returned to Purchaser. XIII. Purchaser's Warranty as to License. Purchaser expressly warrants to Seller that it is under no legal disability that would prevent transfer to it of the liquor license under the laws of the State of ____________________ and the requirements and regulations of (e.g., the Department of Alcoholic Beverage Control) _____________________________________________________________________. XIV. Anticompetitive Covenant. Seller warrants and agrees that he will not engage in the tavern business for a period of ________ (number) years at any place within a _____ ( number of miles)-mile radius of the premises conveyed under this Agreement. XV. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. ______________________________ (CORPORATION) ______________________________________ By: ________________________________ (SELLER) ____________________________________ (Name & Office in Corporation) Attach Exhibit Acknowledgements (may vary by state)